UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Dated
February 11, 2025
Commission
File Number: 001-10086
VODAFONE GROUP
PUBLIC LIMITED COMPANY
(Translation
of registrant’s name into English)
VODAFONE
HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN,
ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F _
This
Report on Form 6-K contains a Stock Exchange Announcement dated 11
February 2025 entitled ‘Vodafone Announces Pricing of Tender
Offer’.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
VODAFONE GROUP PUBLIC LIMITED COMPANY ANNOUNCES PRICING OF TENDER
OFFER FOR ITS 4.375% NOTES DUE MAY 2028
(Newbury, Berkshire - England) - February 11, 2025 - Vodafone Group
Plc ("Vodafone" or the "Company") announces today the pricing of
its previously announced offer to purchase for cash any and all of
its outstanding 4.375% Notes due May 2028 (the "Fixed Spread
Notes"), of which $575,122,000 is outstanding, upon the terms of,
and subject to the conditions in, the offer to purchase dated
February 5, 2025 (the "Offer to Purchase") and the accompanying
notice of guaranteed delivery (the "Notice of Guaranteed Delivery"
and, together with the Offer to Purchase, the "Tender Offer
Documents").
The offer to purchase the Fixed Spread Notes is referred to herein
as the "Fixed Spread Offer". Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to
them in the Offer to Purchase.
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, the Purchase Price Consideration (as
defined in the Offer to Purchase) for the Fixed Spread Notes is set
forth in the following table:
|
Title of
Security
|
CUSIP / ISIN
|
Outstanding
Principal Amount
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Reference
Yield (%)
|
Fixed
Spread
(basis
points)
|
Purchase Price
Consideration(2)
(3)
|
|
4.375%
Notes due
May 2028
|
92857WBK5/
US92857WBK53
|
$575,122,000
|
4.25% U.S. Treasury
due January 15,
2028
|
FIT1
|
4.324
|
20
|
$995.43
|
(1)
The page on Bloomberg from which the Dealer Managers quoted the
bid-side price of the Reference U.S. Treasury
Security.
(2)
Per $1,000 in principal amount of Fixed Spread Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time or the Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures and accepted for purchase.
(3)
The Purchase Price Consideration for the Fixed Spread Notes was
calculated at or around 11:00 a.m., New York City time, today (the
"Price Determination Time") in accordance with standard market
practice, as described in the Offer to Purchase.
The Fixed Spread Offer will expire at 5:00 p.m., New York City
time, on February 11, 2025 (such date and time, as the same may be
extended, the "Expiration Time"). The Fixed Spread Notes tendered
may be validly withdrawn at any time at or prior to the Expiration
Time, but not thereafter.
The "Results Announcement Date" is expected to be February 12,
2025, unless the Fixed Spread Offer is extended. In respect of
accepted Fixed Spread Notes that are delivered at or prior to the
Expiration Time, the Company expects the Settlement Date to occur
on the third business day after the Expiration Time, February 14,
2025. In respect of accepted Fixed Spread Notes that are delivered
pursuant to the Guaranteed Delivery Procedures, the Company expects
the Guaranteed Delivery Settlement Date to occur on the second
business day after the Guaranteed Delivery Date, February 14,
2025.
In addition to the Purchase Price Consideration, Holders
whose Fixed Spread Notes are accepted for purchase
will be paid the Accrued Interest thereon. Interest will cease to
accrue on the Settlement Date for all Fixed Spread Notes accepted
in the Fixed Spread Offer. For avoidance of doubt, interest will
cease to accrue on the Settlement Date for all Fixed Spread Notes
accepted in the Fixed Spread Offer, including the Fixed Spread
Notes that are delivered pursuant to the Guaranteed Delivery
Procedures. All Fixed Spread Notes accepted in the Fixed Spread
Offer will be canceled and retired by Vodafone.
The consummation of the Fixed Spread Offer and the Company's
obligation to accept and pay for the Fixed Spread Notes validly
tendered (and not validly withdrawn) pursuant to the Fixed Spread
Offer are subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase. The Company reserves
the right, subject to applicable law, to amend or waive any and all
conditions to the Fixed Spread Offer.
Concurrent with the launch of the Fixed Spread Offer, the
Company announced
an offer to purchase for cash any and all of its outstanding 4.125%
Notes due May 2025 (ISIN: US92857WBJ80) (the "Fixed Price Notes"), upon
the terms of, and subject to the conditions in, the Offer to
Purchase. The Fixed Price Offer will expire at the Expiration Time,
unless otherwise extended.
Holders are advised to check with any intermediary (as defined in
the Offer to Purchase) through which they hold Notes as to when
such intermediary would need to receive instructions from a Holder
in order for that Holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Fixed Spread Offer before the
deadlines specified herein and in the Offer to Purchase. The
deadlines set by any such intermediary and DTC for participation in
the Fixed Spread Offer may be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
The Company has retained Merrill Lynch International and Barclays
Capital Inc. as Dealer Managers and Kroll Issuer Services
Limited as
Tender and Information Agent (the "Tender and Information Agent")
for the purposes of the Fixed Spread Offer.
Questions regarding procedures for tendering the Fixed Spread Notes
may be directed to the Tender and Information Agent at +44 20 7704
0880 (London) or by email to vodafone-usd@is.kroll.com, Attention:
Owen Morris. Questions regarding the Fixed Spread Offer may be
directed to Merrill Lynch International at +1 (888) 292-0070 (toll
free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by
email to DG.LM-EMEA@bofa.com and to Barclays Capital Inc. at +1
(800) 438-3242 (toll free), +1 (212) 528-7581 or +44 203 134 8515
(in London) or by email to us.lm@barclays.com.
This announcement is for informational purposes only and does not
constitute an offer to buy, or a solicitation of an offer to sell,
any security. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Fixed Spread Offer is only being made pursuant
to the Offer to Purchase. Holders of the Fixed Spread Notes are urged to carefully read
the Offer to Purchase before making any decision with respect to
the Fixed Spread Offer.
The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement comes are required by each of the Company, the Dealer
Managers and the Tender and Information Agent to inform themselves
about and to observe any such restrictions.
Offer and Distribution Restrictions
Italy
None of Fixed Spread Offer, this announcement, the Offer to
Purchase or any other document or materials relating to the Fixed
Spread Offer has been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Fixed Spread Offer is being carried out in the Republic of Italy
("Italy") as an exempt offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of February 24, 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of the Fixed Spread Notes
that are resident or located in Italy can tender Notes for purchase
in the Fixed Spread Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with any other
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its
clients in connection with the Fixed Spread Notes and/or the Fixed
Spread Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
and any other documents or materials relating to the Fixed Spread
Offer is not being made by and such documents and/or materials have
not been approved by an "authorised person" for the purposes of
section 21 of the Financial Services and Markets Act 2000 ("FSMA
2000"). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials is exempt from the restriction on financial promotions
under section 21(1) of the FSMA on the basis that it is only
directed at and may only be communicated to: (1) persons who are
outside of the United Kingdom; (2) investment professionals falling
within the definition contained in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order"); (3) those persons who are existing
members or creditors of the Company or other persons falling within
Article 43(2) of the Financial Promotion Order; or (4) any other
persons to whom such documents and/or materials may lawfully be
communicated in accordance with the Financial Promotion Order (all
such persons together referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the Fixed Spread Offer are only available to
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its
contents.
France
The Fixed Spread Offer is not being made, directly or indirectly,
and neither this announcement, the Offer to Purchase nor any other
document or material relating to the Fixed Spread Offer has been or
shall be distributed, to the public in the Republic of France other
than to qualified investors as defined in Article 2(e) of the
Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither
this announcement, the Offer to Purchase nor any other document or
materials relating to the Fixed Spread Offer has been or will be
submitted for clearance to nor approved by
the Autorité des Marchés
Financiers.
Belgium
Neither this announcement, the Offer to Purchase nor any other
brochure, documents or materials relating to the Fixed Spread Offer
has been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et marchés
financiers"/"Autoriteit voor
Financiële Diensten en Markten"). In Belgium, the Fixed Spread Offer does not
constitute a public offering within the meaning of Articles 3,
§1, 1° and 6, §1 of the Belgian Law of April 1, 2007
on public takeover bids ("loi relative aux offres
publiques d'acquisition"/"wet op de openbare
overnamebiedingen"), as amended
or replaced from time to time. Accordingly, the Fixed Spread Offer
may not be, and is not being advertised, and this announcement, the
Offer to Purchase, as well as any brochure, or any other material
or document relating thereto (including any memorandum, information
circular, brochure or any similar document) may not, has not and
will not be distributed or made available, directly or indirectly,
to any person located and/or resident within Belgium, other than to
"qualified investors" ("investisseurs
qualifiés"/"qekwalificeerde belegge"), within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the Fixed Spread Offer is made only to
qualified investors, as this term is defined above. Accordingly,
the information contained in this announcement, the Offer to
Purchase or in any brochure or any other document or material
relating thereto may not be used for any other purpose or disclosed
or distributed to any other person in Belgium.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Fixed Spread Notes (and tenders of
the Fixed Spread Notes in the Fixed Spread Offer will not be
accepted from Holders) in any circumstances in which such offer or
solicitation or acceptance is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Fixed
Spread Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of the Dealer Managers' affiliates is such a
licensed broker or dealer in any such jurisdiction, the Fixed
Spread Offer shall be deemed to be made by such Dealer Manager or
such Dealer Manager's affiliate, as the case may be, on behalf of
the Company in such jurisdiction.
Each tendering Holder participating in the Fixed Spread Offer will
be deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in the
section titled "Description of the Offers-Procedures for Tendering
Notes-Other Matters" in the Offer to Purchase. Any tender of Fixed
Spread Notes for purchase pursuant to the Fixed Spread Offer from a
Holder that is unable to make these representations will not be
accepted. Each of the Company, the Dealer Managers and the Tender
and Information Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of the Fixed
Spread Notes for purchase pursuant to the Fixed Spread Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.
Forward-Looking Information
This announcement contains certain forward-looking statements which
reflect the Company's intent, beliefs or current expectations about
the future and can be recognised by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Company and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Company cannot guarantee that any
forward-looking statement will be realised, although it believes it
has been prudent in its plans and assumptions. Achievement of
future results is subject to risks, uncertainties and assumptions
that may prove to be inaccurate. Should known or unknown risks or
uncertainties materialise, or should underlying assumptions prove
inaccurate, actual results could vary materially from those
anticipated, estimated or projected. The Company undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances or to
reflect the occurrence of unanticipated events, except as required
by applicable law.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorised.
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VODAFONE
GROUP
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PUBLIC
LIMITED COMPANY
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(Registrant)
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Date:
February 11, 2025
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By: /s/ M D B
|
|
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Name: Maaike de Bie
|
|
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Title: Group General Counsel and Company Secretary
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